Intentionally left blank Notice of the 2008 Annual General Meeting and accompanying notes This document is important and requires your immediate attention. If you are in any doubt as to the action you should take, you should consult an independent adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or from another appropriately authorised independent adviser if you are in a territory outside the United Kingdom. If you have transferred or sold all of your shares in the Company, please send this document and the accompanying proxy appointment form to the transferee or to the agent through whom you acted for forwarding to the transferee. A personalised proxy appointment form for use by holders of ordinary shares in the Company has been despatched with this notice. A separate instruction card for holders of American Depositary Receipts to give instructions to the Depositary for the American Depositary Shares in the Company is being provided to such holders. So that effective use may be made of the proxy form, your attention is drawn to the notes to the notice contained in this document and to the instructions on the form. Shire Limited (Incorporated and registered in Jersey No. 99854) 22 August 2008 To Shareholders Notice of Annual General Meeting Dear Shareholder, I am pleased to be writing to you with details of our Annual General Meeting (“AGM”) which we are holding at the Merrion Hotel, Upper Merrion Street, Dublin 2, Ireland on 24 September 2008 at 12:00 noon. The formal Notice of AGM is set out on pages 03 and 04 of this document. On 23 May 2008 Shire Limited was put in place as the new holding company for the Group. As a result, the Shire plc Annual Report and Accounts for the year ended 31 December 2007 will not be laid before the meeting and the Directors’ Remuneration Report will not be tabled at the meeting for approval. However, the Annual Report and Accounts and the Directors’ Remuneration Report will be tabled at the meeting for your consideration and you will be given the opportunity to ask questions on them. If you would like to vote on the resolutions but cannot come to the AGM, please fill in the proxy form sent to you with this notice and return it to our Registrars as soon as possible. They must receive it by 12:00 noon on 22 September 2008. CREST members may also choose to utilise the CREST electronic proxy appointment service in accordance with the procedures set out in the notes to the notice convening the AGM. Holders of American Depositary Receipts may give instructions to the Depositary for the American Depositary Shares in the Company by completion of a separate voting instruction card sent to such holders or voting via the internet or by telephone. Voting instructions must be received by the Depositary by 11.59 pm EST on 16 September 2008 for electronic instructions and by 3:00 pm EST on 17 September 2008 for paper voting forms. In addition to the ordinary business of the AGM, I would like to draw to your attention the proposed change of name of the Company from Shire Limited to Shire plc. Since the end of June 2008 Jersey company law has permitted a public company to use "plc" in its name and it is felt appropriate for the change to be made at this time. As this will be the first AGM since the appointment of the Directors of Shire Limited to the Board, all directors will be retiring and offering themselves for election. This year, for the first time, all the resolutions at the AGM will be decided on a poll instead of on a show of hands, a change that is in accordance with best corporate governance practice. Explanatory notes on all the business to be considered at the AGM appear on pages 05 to 06 of this document. The Directors consider that all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. Your Board will be voting in favour of them and unanimously recommends that you do so as well. Yours faithfully, Matthew Emmens Chairman 02 Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting of Shire Limited (the ’Company’) will be held at the Merrion Hotel, Upper Merrion Street, Dublin 2, Ireland on 24 September 2008 at 12:00 noon for the purpose of the following business including considering and, if thought fit, passing the resolutions listed below, of which the resolutions numbered 1 to 13 (inclusive) will be proposed as ordinary resolutions and the resolutions numbered 14 to 16 will be proposed as special resolutions: GENERAL BUSINESS To consider the Shire plc Annual Report and Accounts and the Directors’ Remuneration Report for the year ended 31 December 2007. ORDINARY RESOLUTIONS Election of Directors 1 To elect Mr Matthew Emmens as a Director of the Company. 2 To elect Mr Angus Russell as a Director of the Company 3 To elect Mr Graham Hetherington as a Director of the Company. 4 To elect Dr Barry Price as a Director of the Company. 5 To elect Mr David Kappler as a Director of the Company. 6 To elect Dr Jeffrey Leiden as a Director of the Company. 7 To elect Mr Patrick Langlois as a Director of the Company. 8 To elect Ms Kate Nealon as a Director of the Company. 9 To elect Mr David Mott as a Director of the Company. 10 To elect Dr Michael Rosenblatt as a Director of the Company. Auditors 11 To appoint Deloitte & Touche LLP as Auditors of the Company to hold office from the conclusion of the meeting to the conclusion of the Annual General Meeting of the Company to be held in 2009. 12 To authorise the Audit, Compliance and Risk Committee of the Board to determine the remuneration of the Auditors. Authority to allot shares 13 To resolve that the authority to allot Relevant Securities (as defined in the Articles of Association) conferred on the Directors by Article 10 paragraph (B) of the Company’s Articles of Association be renewed and for this purpose the Authorised Allotment Amount shall be £9,331,949 and the Allotment Period shall be the period commencing on 24 September 2008 and ending on the earlier of 23 December 2009 or the conclusion of the Annual General Meeting of the Company to be held in 2009, save that the Company may before such expiry make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the Directors may allot Relevant Securities pursuant to any such offer or agreement as if the authority conferred hereby had not expired. 03 SPECIAL RESOLUTIONS Authority to disapply pre-emption rights 14 To resolve that, subject to the passing of the previous resolution, the authority to allot equity securities (as defined in the Company’s Articles of Association) wholly for cash, conferred on the Directors by Article 10 paragraph (D) of the Company’s Articles of Association be renewed and for this purpose the Non Pre-emptive Amount shall be £1,399,792 and the Allotment Period shall be the period commencing on 24 September 2008 and ending on the earlier of 23 December 2009 or the conclusion of the Annual General Meeting of the Company to be held in 2009, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired. Market purchases 15 To resolve that the Company be and is hereby generally and unconditionally authorised: (a) pursuant to Article 57 of the Companies (Jersey) Law 1991 to make market purchases of ordinary shares in the capital of the Company, provided that: (1) the maximum number of ordinary shares hereby authorised to be purchased is 55,991,697; (2) the minimum price, exclusive of any expenses, which may be paid for an ordinary share is five pence; (3) the maximum price, exclusive of any expenses, which may be paid for an ordinary share shall be the higher of (i) an amount equal to 105% of the average of the middle market quotations for the Company’s ordinary shares as taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such shares are contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange Daily Official List at the time the purchase is carried out; and (4) the authority hereby conferred shall expire on the earlier of 23 December 2009 or the conclusion of the Annual General Meeting of the Company to be held in 2009 (except that the Company may make a contract to purchase ordinary shares under this authority before the expiry of this authority, which will or may be executed wholly or partly after the expiry of this authority, and may make purchases of ordinary shares in pursuance of any such contract as if such authority had not expired); and (b) pursuant to Article 58A of the Companies (Jersey) Law 1991, to hold as treasury shares any ordinary shares purchased pursuant to the authority conferred by paragraph (a) of this resolution. Change of name 16 To resolve that the name of the Company be changed to Shire plc and that the requisite changes be made to the Company’s Memorandum and Articles of Association.